AFFILIATE TERMS & CONDITIONS

Affiliate login details

It is your sole obligation and responsibility to ensure that login
details for your Affiliate Account are kept confidential and secure at
all times. Any unauthorised use of your Affiliate Account resulting
from your failure to adequately guard your login information shall be
your sole responsibility, and you remain solely responsible and liable
for all such activity occurring under your Affiliate Account user ID
and password (whether such activity was undertaken by you or not). It
is your obligation to inform us immediately if you suspect illegal or
unauthorised use of your Affiliate Account.

Affiliate Program participation

The Affiliate Program is intended for your direct participation.
Opening an Affiliate Account for a third party, brokering or
transferring an Affiliate Account is not accepted. Affiliates wishing
to transfer an account to another beneficial owner must contact us and
request permission. Besides, you shall not open more than one
Affiliate Account without our prior written consent. By agreeing to
participate in the Affiliate Program, you agree to use your best
efforts to actively advertise, market and promote the Company Websites
in accordance with the Affiliate Agreement and Company’s instructions
from time to time. You will ensure that all activities taken by you
under the Affiliate Agreement will be in Company’s best interest and
will in no way harm the Company’s reputation or goodwill. You may link
to the Company Website’s using the Affiliate Links or other such
materials as we may from time to time approve. This is the only method
by which you may advertise on our behalf.

Affiliate Website

You will be solely responsible for the development, operation and
maintenance of the Affiliate Website and for all materials that appear
on the Affiliate Website. You shall at all times ensure that the
Affiliate Website is compliant with all applicable laws, including
General Data Protection Regulation (GDPR), and functions as a
professional website. You will not present the Affiliate Website in
such a way so that it may cause confusion with the Company Websites,
or so that it may give the impression that it is owned or operated by
Company. The Affiliate Website will not contain any defamatory,
libellous, discriminatory or otherwise unsuitable content (including,
but not limited to, violent, obscene, derogatory or pornographic
materials or content which would be unlawful in target country).
Branded Traffic (Mentioning/Using our brand in adwords advertising,
use in the domain and other related to it) are paid on minimal Revenue
share.

Affiliates are not permitted to use unsolicited email (spam) and
Click-under and Pop-under ads for hellpartners.com advertising without
prior approval from the Affiliate Program team. Affiliates are not
permitted to use contextual advertising containing
the hellpartners.com brand name or create websites with domain names
containing the hellpartners.com brand name (or containing any brand,
company or domain name within our group). It is also not permitted to
create websites whereby the main content is only SEO-optimized
articles, with the primary purpose of acquiring branded traffic from
search engines. In the event such sources of traffic are identified,
the Affiliate’s Account will be closed, and all the earnings will be
canceled.

Valid traffic and good faith

You will not generate traffic to Company Websites by registering as a New Customer whether directly or indirectly (for example by using
associates, family members or other third parties). Such behaviour shall be deemed as fraud. You will also not attempt to benefit from
traffic not generated in good faith. If you have any reasonable
suspicion that any New Customer referred by you is in any way
associated with bonus abuse, money laundering, fraud, or other abuse
of remote gaming websites, you will immediately notify us of this. You
hereby recognise that any New Customer found to be a bonus abuser,
money launderer or fraudster or who assists in any form of affiliate
fraud (whether notified by you or later discovered by us) does not
count as a valid New Customer under the Affiliate Agreement, and
thereby no Commission shall be payable in relation to such New
Customers.

Unsuitable websites

You will not use any Affiliate Links or otherwise place any digital
advertisements whatsoever featuring our Intellectual Property on any
unsuitable websites (whether owned by a third party or otherwise).
Unsuitable websites include, but are not limited to, websites that are
aimed at children, display illegal pornography or other illegal sexual
acts, promote violence, promote discrimination based on race, sex,
religion, nationality, disability, sexual orientation, or age, promote
illegal activities or in any way violate the intellectual property
rights of any third party or of the Company, or breach any relevant
advertising regulations or codes of practice in any territory where
such Affiliate Links or digital advertisements may be featured.

Affiliate Links

The Affiliate Links shall be displayed at least as prominently as any
other sales link on the Affiliate Website. You will only use Affiliate
Links provided by the Company within the scope of the Affiliate
Program. Masking your Affiliate Links (for example hiding the source
of the traffic sent to Company’s Websites) is also prohibited.

Email and SMS marketing

If sending any emails or SMS communications to individuals which (i)
include any of Company’s Intellectual Property Rights; or (ii)
otherwise intend to promote Company Websites, you must first obtain
our permission to send such emails. If such permission is granted by
the Company, you must then ensure you have each and every recipient’s
explicit consent to receive marketing communications in the form of
communication to be sent (i.e. by SMS or email) and that such
individuals have not opted out of receiving such communication. You
must also make it clear to the recipient that all marketing
communications are sent from you and are not from our Company.

Use of Company Intellectual Property Rights

Any use of Company’s Intellectual Property Rights must be in
accordance with any brand guidelines issued to you from time to time
and are always subject to the approval required in clause below. You
shall not undertake any activities in violation of the intellectual
property rights of hellpartners.com and the Company, including but not
limited to: brand bidding, registering or using any domains with
confusingly similar names to the Company Brands, copying the “look and
feel” of our sites or software, using any Company marks, branding or
logos except as expressly permitted by this Agreement, or modifying
any Marketing Material made available by hellpartners.com.

Approved creative

You will not use any advertising layout or creative (including
banners, images, logos) incorporating our Intellectual Property Rights
unless the advertising layout or creative was provided to you by the
Company or (if advertising layouts are created by you) without the
advance written approval of Company. You will not modify the
appearance of any advertising that has been provided to you or for
which approval was granted. It is your responsibility to seek approval
from Company in time for launch of any advertising campaign or
creative, to ensure you have written approval from the Company in
relation to advertising, and to be able to evidence such approval upon
request.

Loyalty Programs

You will not offer any cash-back / value-back or similar programs,
other than such programs as are offered on the Company Websites.

Responsible Gaming

The Company has ongoing commitment to responsible gaming and
prevention of gambling addiction. You agree to actively cooperate with
the Company to convey a responsible gaming message. Specifically, you
will not use any material or in any way target persons who are under
18 or the legal gambling age in their jurisdiction.

Illegal activity

You will not target any territory or jurisdictions where gambling is
illegal. You will act within the relevant and / or applicable law at
all times and you will not perform any act which is illegal in
relation to the Affiliate Program or otherwise.

Data Protection and Cookies

You shall at all times comply with the General Data Protection
Regulation (GDPR) and any existing or new data protection acts,
regulations or law applicable to your territory. This includes all
applicable legislation and/or regulations relating to the use of
‘cookies’.

Cost and expense

You shall be solely responsible for all risk, costs and expenses
incurred by you in meeting your obligations under the Affiliate
Agreement.

Company monitoring of Affiliate activity

You will immediately give Company all such assistance as is required
and provide us with all such information as is requested by Company to
monitor your activity under the Affiliate Program.

Commissions paid incorrectly

The Affiliate agrees to immediately upon request by Company, return
all Commissions received based on New Customers referred to Company in
breach of the Affiliate Agreement or relating to fraudulent or
falsified transactions.

Licence to use Company Intellectual Property Rights

We grant to you a non-exclusive, non-transferable licence, during the
term of this Affiliate Agreement, to use the Company Intellectual
Property Rights, which we may from time to time approve solely in
connection with the display of the promotional materials on the
Affiliate Website or in other such locations as may have been
expressly approved (in writing) by Company. This licence cannot be
sub-licensed, assigned or otherwise transferred by you.

Players’ Personal Data

For the purpose of the services delivered under this Agreement, it is
understood that the Affiliate shall not have access to any Personal
Data of Company’s customers.

COMPANY OBLIGATIONS

1. We shall use our best efforts to provide you with all materials and
   information required for necessary implementation of the Affiliate
   Links.
2. At our sole discretion, we will register any New Customers directed
   to the Company Websites by you and we will track their transactions.
   We reserve the right to refuse New Customers (or to close their
   accounts) if necessary to comply with any requirements we may
   periodically establish.
3. We shall make available monitoring tools which enable you to monitor
   your Affiliate Account and the level of your Commission and the
   payment thereof.
4. We shall use and process the following personal data of an Affiliate
   or any Affiliate employee, as follows: your username for logging in,
   your email address, name, date of birth, your country and address,
   telephone number and financial data for the purposes of ensuring a
   high level of security, fulfilling the AML legal requirements and
   for managing our business relationship.
5. Subject to your strict adherence to the Affiliate Agreement, we
   shall pay you the Commission in accordance with Clause 6.

COMPANY RIGHTS AND REMEDIES

In the case of your breach (or, where relevant, suspected breach) of
this Agreement or your negligence in performance under the Affiliate
Program, or failure to meet your obligations hereunder, the Company
shall have the following remedies available:

1. the right to suspend your participation in the Affiliate Program for
   the period required to investigate any activities that may be in
   breach of the Affiliate Agreement. During such period of suspension
   payment of Commissions will also be suspended;
2. the right to withhold any Commission or any other payment to the
   Affiliate arising from or relating to any specific campaign,
   traffic, content or activity conducted or created by the Affiliate
   which is in breach of the Affiliate’s obligations under the
   Affiliate Agreement;
3. the right to withhold from the Commission monies which Company deems
   reasonable to cover any indemnity given by the Affiliate hereunder
   or to cover any liability of Company which arises as a result of the
   Affiliate’s breach of the Affiliate Agreement;
4. immediately terminate the Affiliate Agreement;
5. the right to withhold monies held in the Affiliate Wallet if they
   are not withdrawn within a period of 3 (three) months from the date
   of the termination of the Affiliate Agreement in accordance with
   clause 9.1.
6. Our rights and remedies detailed above shall not be mutually
   exclusive.

COMMISSION AND PAYMENT

1. Subject to your adherence to the provisions of the Affiliate
   Agreement, you will earn Commission in accordance with the
   Commission Structure. We retain the right to change the Commission
   percentage and method of calculation of Commission in accordance
   with this clause.
2. The Commission is calculated at the end of each month and payments
   shall be made on a monthly basis in arrears, not later than the 20th
   of the following calendar month.
3. Payment of Commission will be made through the Netrefer Affiliate
   Platform. Due to existing regulations, Affiliates may be required
   for verification and “know your customer” documentation before a
   withdrawal can be accessed.
4. A minimum amount of €100 (one hundred euro) has to be accumulated in
   commissions for the payment to be made in any given month
5. If an error is made in the calculation of the Commission, the
   Company has the right to correct such calculation at any time and
   will immediately pay out underpayment or reclaim overpayment made to
   the Affiliate.
6. The Affiliate may, at the Company’s sole discretion, be provided
   with the opportunity to restructure its commission structure.
7. The Affiliate’s acceptance of a Commission payment shall constitute
   the full and final settlement of the balance due for the relevant
   period. In case the Affiliate disagrees with the balance due as
   reported, he or she shall notify the Company within fourteen (14)
   calendar days and clearly state reasons for the disagreement.
   Failure to notify the Company within this time limit shall be
   considered as an irrevocable acknowledgment of the balance due for
   the relevant period.
8. The Commission shall be deemed to be exclusive of value added tax or
   any other applicable tax. The Affiliate shall have the sole
   responsibility to pay any and all taxes, levies, charges and any
   other money payable or due to any tax authority, department or other
   competent entity as a result of the compensation generated under the
   Affiliate Agreement.

High-Roller Policy

In any given month, if a Customer generates a negative net revenue of
at least $10,000 (or equivalent in any other currency), he/she will be
deemed to be, for the purposes of this section, a ‘High-Roller’.

If the aggregate Net Revenue for the Affiliate, in that month, for a
Brand is negative $2,000 (or equivalent in any other currency) or
greater, then the High-Roller policy as set out hereunder, will apply:

1. The negative Net Revenue generated by the High-Roller will be
   carried forward and offset against future Net Revenue generated by
   that same High-Roller;
2. The negative balance carried forward cannot be set-off against other
   Customers’ Net Revenue;
3. The negative balance carried forward cannot be greater than the
   total aggregate negative Net Revenue for that particular Brand on
   the Affiliate account, for that month;
4. The negative balance of a High-Roller will be reduced by future
   positive Net Revenue that they generate in subsequent months;
5. A negative balance will not be increased by future negative Net
   Revenue unless the High-Roller meets the qualifying criteria in
   subsequent months

Affiliate actions upon termination

Upon termination you must immediately remove all of Company banners or
creatives from the Affiliate Website and disable all Affiliate Links
from the Affiliate Website to all Company Websites. All rights and
licenses given to you in the Affiliate Agreement shall immediately
terminate. You will return to Company any confidential information and
all copies of it in your possession and control, and will cease all
uses of all Company Intellectual Property Rights.

Commission

Upon termination of the Affiliate Agreement for any reason, all
Commission relating to any New Customers directed to Company during
the term shall not be payable to the Affiliate as from the date of
termination.

Indemnity and Limitation of Liability

You shall indemnify and hold Company, our directors, employees and
representatives harmless from and against any and all liabilities,
losses, damages and costs, including legal fees, resulting from or in
any way connected with (a) any breach by you of any provision of the
Affiliate Agreement, (b) the performance of your duties and
obligations under the Affiliate Agreement, (c) your negligence or (d)
any injury caused directly or indirectly by your negligent or
intentional acts or omissions, or the unauthorised use of our
creatives and links or this Affiliate Program. The Company shall not
be held liable for any direct or indirect, special, or consequential
damages (or any loss of revenue, profits, or data), any loss of
goodwill or reputation arising in connection with the Affiliate
Agreement or the Affiliate Program, even if we have been advised of
the possibility of such damages.

Non-Waiver

Our failure to enforce your strict performance of any provision of the
Affiliate Agreement will not constitute a waiver of our right to
subsequently enforce such provision or any other provision of the
Affiliate Agreement.

Relationship of Parties

The Company and the Affiliate are independent contractors and nothing
in the Affiliate Agreement will create any partnership, joint venture,
agency, franchise, sales representative, or employment relationship
between us. You will have no authority to make or accept any offers or
representations on our behalf. You will not make any statement,
whether on your site or otherwise, that would contradict anything in
this Affiliate Agreement.

Force Majeure

Neither party shall be liable to the other for any delay or failure to
perform its obligations under the Affiliate Agreement if such delay or
failure arises from a cause beyond its reasonable control, including
but not limited to labour disputes, strikes, industrial disturbances,
acts of God, acts of terrorism, floods, lightning, utility or
communications failures, earthquakes or other casualty. If such event
occurs, the non-performing Party is excused from whatever performance
is prevented by the event to the extent prevented provided that if the
force majeure event subsists for a period exceeding thirty (30)
calendar days then either Party may terminate the Affiliate Agreement
with immediate effect by providing a written notice.

Assignability

You may not assign the Affiliate Agreement, by operation of law or
otherwise, without our prior written consent.

Severability

If any provision of the Affiliate Agreement is held to be invalid,
illegal or unenforceable in any respect, such provision will be
ineffective only to the extent of such invalidity, or
unenforceability, without invalidating the remainder of the Affiliate
Agreement or any provision hereof.

English language

The Affiliate Agreement was first drafted in English. Should there be
any conflict or discrepancy between the English language version and
any other language, the English version shall prevail.

Modification of Terms & Conditions

We may modify any of the terms and conditions contained in the
Affiliate Agreement or replace it at any time and in our sole
discretion by posting a change notice or a new agreement on our site.
Modifications may include, for example, changes in the scope of
available Commissions and Affiliate Program rules. If any modification
is unacceptable to you, you need to terminate the Affiliate Agreement.
Your continued participation in our Affiliate Program following our
posting of a change notice or new agreement will constitute binding
acceptance of the modification or of the new agreement.